October 5, 2023 at 6:00 PM - Special Called Meeting
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1. Call to order and Pledge of Allegiance
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2. Public comments
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3. Recognition of visitors
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4. Review, discuss and possible action
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4.a. Consent Agenda
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4.a.I. Approve donations to the school.
Description:
A patron donated $100 to the science class
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4.a.II. Approve recommended 3% pay raise for non-contracted personnel.
Description:
This raise was inadvertently left out of the budget. We discussed it briefly in an earlier meeting.
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4.b. Resolution of the Board of Trustees of Dew Independent School District Authorizing the Issuance and Sale of Maintenance Tax Note, Series 2023; Providing for the security and Payment of said Note; and Enacting Other Provisions Relating to the Subject
Description:
CERTIFICATE FOR RESOLUTION
STATE OF TEXAS COUNTY OF FREESTONE We, the undersigned officers of Dew Independent School District (the "District"), hereby certify as follows: 1. The Board of Trustees of the District convened in SPECIAL MEETING ON THE 5th DAY OF OCTOBER, 2023, at the regular meeting place thereof (the "Meeting"), and the roll was called of the duly constituted officers and appointed officials of the District, to-wit: David Fowler President Chuck Lopez Vice President Kim Massey Secretary Carl Clark Trustee Emily Goodson Trustee Eric Simpson Trustee Lisa Webb Trustee and all of the persons were present, except the following absentees: _______________, thus constituting a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written RESOLUTION AUTHORIZING THE ISSUANCE OF MAINTENANCE TAX NOTE, SERIES 2023; PROVIDING FOR THE SECURITY AND PAYMENT OF SAID NOTE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT was duly introduced for the consideration of the Board of Trustees. It was then duly moved and seconded that the Resolution be passed; and, after due discussion, said motion carrying with it the passage of the Resolution, prevailed and carried by the following vote: AYES: ____ ABSTAIN:____ NOES: ____ 2. A true, full and correct copy of the Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution has been duly recorded in the Board of Trustees minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Board of Trustees minutes of the Meeting pertaining to the passage of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board of Trustees as indicated therein; that each of the officers and members of the Board of Trustees was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that the Resolution would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting for such purpose, and that the Meeting was open to the public and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Board of Trustees has approved and hereby approves the Resolution; that the President and the Secretary of the Board of Trustees have duly signed the Resolution; and that the President and the Secretary of the District hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of the Resolution for all purposes. SIGNED AND SEALED the ____ day of __________, 2023. ________________________________ ______________________________ Secretary, Board of Trustees President, Board of Trustees RESOLUTION AUTHORIZING THE ISSUANCE OF MAINTENANCE TAX NOTE, SERIES 2023; PROVIDING FOR THE SECURITY AND PAYMENT OF SAID NOTE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
STATE OF TEXAS COUNTY OF FREESTONE WHEREAS, the Dew Independent School District (the "District") is an independent school district of the State of Texas; and WHEREAS, pursuant to Section 45.108 of the Texas Education Code (the "Act"), the District may borrow money for the purpose of paying maintenance expenses, meaning any lawful expenditures of the District other than the payment of principal of and interest on bonds, and may evidence such loans with notes; and WHEREAS, the District desires to issue such a note to Citizens State Bank with the proceeds of such note to be used by the District (i) in payment of operating or working capital expenses and not for the payment of principal and interest on bonds during the current fiscal year, and (ii) paying the costs of issuance (collectively the "Project"); and WHEREAS, a budget has been adopted by the District for the fiscal year ending on September 30, 2023 and the District’s Board the Trustees (the "Board") deems it appropriate to adopt this resolution and issue the Maintenance Tax Note herein authorized as permitted by the Act and the principal amount of such Maintenance Tax Notes will not at any time exceed 75% of the previous year’s income of the District. THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF DEW INDEPENDENT SCHOOL DISTRICT: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE NOTE. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The "Dew Independent School District Maintenance Tax Note, Series 2023" (the "Note") is hereby authorized to be issued and delivered in the aggregate principal amount of $750,000 for the purpose of paying operating or working capital expenses. None of the proceeds of the Note shall be used to pay principal and interest on bonds or other obligations of the District. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF NOTE. The Note issued pursuant to this Resolution shall be designated: "DEW INDEPENDENT SCHOOL DISTRICT MAINTENANCE TAX NOTE, SERIES 2023," and initially there shall be issued, sold, and delivered hereunder a single unregistered note, in non-negotiable form, without interest coupons, dated October 5, 2023, payable in full to Citizens State Bank.
Section 3. FORM OF NOTE. The form of the Note shall be substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Resolution. FORM OF NOTE This Note May Not Be Negotiated in the Name of Bearer, and is Not a Registered Obligation UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT
DEW INDEPENDENT SCHOOL DISTRICT $750,000 FREESTONE COUNTY, TEXAS, MAINTENANCE TAX NOTE, SERIES 2023
NOTE OWNER: CITIZENS STATE BANK PRINCIPAL AMOUNT: SEVEN HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS DEW INDEPENDENT SCHOOL (the "District"), being an independent school district of the State of Texas, hereby promises to pay to the Note Owner set forth above (hereinafter called the "Note Owner") the principal amount set for the above, and to pay interest thereon from the Delivery Date. The total principal amount set forth above less any amounts prepaid as set forth below and accrued interest shall be due and payable in full in one payment, due April 5, 2024. Interest shall be calculated on the basis of a 360 day year of twelve 30 day months at a rate of 8.50%. Interest on the Note shall accrue from the Delivery Date; provided, however, this is a draw note and the District may draw down up to the aggregate principal amount of this Note but such amounts may not be drawn, repaid and drawn again. Note Owner shall keep a record of each amount drawn and such records shall be final and binding absent manifest error. Only the amounts drawn and not repaid shall bear interest and such interest shall accrue from the date of each draw and not from the date of delivery of the Note as stated above. THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the United States of America, without exchange or collection charges to Citizens State Bank, Teague, Texas. THE DISTRICT COVENANTS with the Note Owner of this Note that on or before each principal payment date and interest payment date for this Note it will pay the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Note, when due.
THIS NOTE IS BEING ISSUED by the District pursuant to and in compliance with Section 45.108 of the Texas Education Code, and pursuant to a Resolution adopted by the Board of Trustees of the District. The proceeds of this Note shall be used solely to pay maintenance expenses of the District, and in particular, shall not be used to pay principal or interest on any bonds of the District. IN NO EVENT shall the rate of interest payable hereon exceed the maximum rate allowed by law. IF THE DATE for the payment of the principal of or interest on this Note shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in Teague, Texas are located are authorized by law or executive resolution to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THE DISTRICT may prepay the Note in whole or in part on any date after the Delivery Date by delivering to Citizens Bank, Teague, Texas the amount of the principal balance to be prepaid. IT IS HEREBY certified, recited and covenanted that this Note has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Note have been performed, existed and been done in accordance with law; that the District has pledged all available funds, including proceeds of its maintenance tax, to provide for the payment of the interest on and principal of this Note, as such interest comes due and such principal matures. THE NOTE OWNER thereby acknowledges all of the terms and provisions of the Note Resolution, agrees to be bound by such terms and provisions, acknowledges that the Note Resolution is duly recorded and available for inspection in the official minutes and records of the governing body of the District, and agrees that the terms and provisions of this Note and the Note Resolution constitute a contract between each Note Owner hereof and the District. IN WITNESS WHEREOF, the District has caused this Note to be signed with the manual or facsimile signature of the President of its Board of Trustees and countersigned with the manual or facsimile signature of the Secretary of its Board of Trustees, and has caused the official seal of the District to be duly impressed, or placed in facsimile, on this Note.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx President, Board of Trustees Secretary, Board of Trustees Section 4. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTE. In the event any outstanding Note is damaged, mutilated, lost, stolen or destroyed, the District shall cause to be printed, executed and delivered, a new note of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Note, in replacement for such Note. Section 5. PLEDGE TO SECURE PAYMENT. In order to secure payment of the Note when due, the District hereby pledges its legally available funds, including without limitation proceeds of its maintenance tax and all other available funds not pledged to the payment of principal and interest on bonds. Section 6. SALE OF NOTE. The Note is hereby initially sold and shall be delivered to Citizens State Bank, at a purchase price of par with not accrued interest. It is hereby officially found, determined and disclosed that the terms of the sale are the most advantageous reasonably obtainable.
Section 7. REMEDIES IN EVENT OF DEFAULT. In addition to all of the rights and remedies provided by the laws of the State of Texas, the District covenants and agrees that in the event of default in payment of principal or interest on any of the Note when due, or, in the event it fails to make the payments required to be made or defaults in the observance or performance of any other of the contracts, covenants, conditions or obligations set forth in this Resolution or in the Note, the Note Owner shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the contracts, covenants, obligations or conditions prescribed in this Resolution, including but not limited to the duty to pay the Note as the same becomes due. Any delay or omission to exercise any right or power accruing upon any default shall not impair any such right or power nor be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8. FINANCIAL STATEMENTS AND REPORTS. So long as Citizens State Bank is the Note Owner, the District will, upon request, provide copies of the District’s audited financial statements within six months after the end of each fiscal year ending in or after 2023, and, from time to time upon request, such additional information regarding the business and affairs and financial condition of the District as First Liberty National Bank, may reasonably request. Section 9. INTENTIONALLY DELETED. Section 10. INTENTIONALLY DELETED. Section 11. FURTHER PROCEDURES. (a) The President or Vice President and Secretary of the Board of Trustees of the Issuer, the Superintendent of the Issuer and all other officers, employees and agents of the District, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and on behalf of the Issuer all other instruments, whether or not herein mentioned, as may be necessary or desirable in to carry out the terms and provision of this Resolution, the Note and the sale of the Note. In case any officer whose signature shall appear on any Note, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. (b) The obligation of Citizens State Bank to accept delivery of the Note is subject to Citizens State Bank being furnished with the final, approving opinion of Naman Howell Smith & Lee, PLLC, bond counsel to the District, which opinion shall be dated as of and delivered on the date of initial delivery of the Note to Citizens State Bank. Section 12. SEVERABILITY. The provisions of this Resolution are severable; and in case any one or more of the provisions of this Resolution or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Resolution nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. PASSED AND APPROVED this _____ day of ________, 2023. DEW INDEPENDENT SCHOOL DISTRICT BY:_________________________________ President, Board of Trustees ATTEST: ________________________________ Secretary, Board of Trustees |
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5. CLOSED SESSION, if needed
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5.a. Called for the purposes permitted by the Texas Open Meetings Act. Texas Government Code, Section 51.074, Personnel Matters (Appointment, Employment, Resignations, Evaluations, Reassignments, Duties, Security Concerns ,Discipline, Dismissal or Complaint): and/or property.
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6. RECONVENE IN OPEN SESSION
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6.a. Any matters resulting from closed session
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7. Adjourn
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